Blackbaud Inc 10-Q for FY2026 Q1
Blackbaud Inc (BLKB)
10-Q
2026-04-29
For: 2026-03-31
View Original
Added on
April 29, 2026
About this 10-Q
Blackbaud Inc filed this 10-Q on April 29, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $281.14M
- up 4.2% from $269.94M a year earlier
- Net income
- $31.14M
- up 620.3% from net income of $4.32M a year earlier
- Diluted EPS
- $0.67
- up 644.4% from $0.09 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended | |||||
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to . | |||||
Commission file number: 000-50600
 | ||||||||
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices, including zip code)
(843 ) 216-6200
(Registrant’s telephone number, including area code)
| Securities Registered Pursuant to Section 12(b) of the Act: | ||||||||
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
The number of shares of the registrant’s Common Stock outstanding as of April 27, 2026 was 45,932,106 .
TABLE OF CONTENTS
First Quarter 2026 Form 10-Q |  | 1 | ||||||
Blackbaud, Inc.
 | CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | |||||||
This Quarterly Report on Form 10-Q, including the documents incorporated herein by reference, contains forward-looking statements that anticipate results based on our estimates, assumptions and plans that are subject to uncertainty. These "forward-looking statements" are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements consist of, among other things, trend analyses, statements regarding future events, future financial performance, our anticipated growth, the effect of general economic and market conditions, our business strategy and our plan to build and grow our domestic and international businesses, our operating results, our ability to successfully integrate developed and acquired businesses and technologies, including artificial intelligence ("AI"), the effect of our stock repurchase program, the effect of foreign currency exchange rate and interest rate fluctuations on our financial results, the impact of expensing stock-based compensation, the sufficiency of our capital resources, our ability to meet our ongoing debt and obligations as they become due, cybersecurity and data protection risks and related liabilities, and current or potential legal proceedings involving us, all of which are based on current expectations, estimates, and forecasts, and the beliefs and assumptions of our management. Words such as “believes,” “seeks,” “expects,” “may,” “might,” “should,” “intends,” “could,” “would,” “likely,” “will,” “targets,” “plans,” “anticipates,” “aims,” “projects,” “estimates” or any variations of such words and similar expressions are also intended to identify such forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict. Accordingly, they should not be viewed as assurances of future performance, and actual results may differ materially and adversely from those expressed in any forward-looking statements.
Important factors that could cause actual results to differ materially from our expectations expressed in forward-looking statements include, but are not limited to, those summarized elsewhere in this report, in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our other filings made with the United States Securities & Exchange Commission ("SEC"). Forward-looking statements represent our management's beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise any forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, whether as a result of new information, future events or otherwise.
2 | | First Quarter 2026 Form 10-Q | ||||||
| PART I. FINANCIAL INFORMATION | |||||||
ITEM 1. FINANCIAL STATEMENTS
Blackbaud, Inc. Condensed Consolidated Balance Sheets (Unaudited) | ||||||||
| (dollars in thousands, except per share amounts) | March 31, 2026 | December 31, 2025 | ||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
Accounts receivable, net of allowance of $ | ||||||||
| Customer funds receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Software development costs, net | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Trade accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Due to customers | ||||||||
| Debt, current portion | ||||||||
| Deferred revenue, current portion | ||||||||
| Total current liabilities | ||||||||
| Debt, net of current portion | ||||||||
| Deferred tax liability | ||||||||
| Deferred revenue, net of current portion | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (see Note 8) | ||||||||
| Stockholders’ equity: | ||||||||
Preferred stock; | ||||||||
Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
Treasury stock, at cost; | ( | ( | ||||||
| Accumulated other comprehensive loss | ( | ( | ||||||
| Retained earnings | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
| The accompanying notes are an integral part of these condensed consolidated financial statements. | ||||||||
First Quarter 2026 Form 10-Q | | 3 | ||||||
Blackbaud, Inc. Condensed Consolidated Statements of Comprehensive Income (Unaudited) | |||||||||||||||||
| (dollars in thousands, except per share amounts) | Three months ended March 31, | ||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Revenue | $ | $ | |||||||||||||||
| Cost of revenue | |||||||||||||||||
| Gross profit | |||||||||||||||||
| Operating expenses | |||||||||||||||||
| Sales, marketing and customer success | |||||||||||||||||
| Research and development | |||||||||||||||||
| General and administrative | |||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||
| Total operating expenses | |||||||||||||||||
| Income from operations | |||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||
| Other income, net | |||||||||||||||||
| Income before provision for income taxes | |||||||||||||||||
| Income tax provision | |||||||||||||||||
| Net income | $ | $ | |||||||||||||||
| Earnings per share | |||||||||||||||||
| Basic | $ | $ | |||||||||||||||
| Diluted | $ | $ | |||||||||||||||
| Common shares and equivalents outstanding | |||||||||||||||||
| Basic weighted average shares | |||||||||||||||||
| Diluted weighted average shares | |||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||
| Foreign currency translation adjustment | $ | ( | $ | ||||||||||||||
| Unrealized gain (loss) on derivative instruments, net of tax | ( | ||||||||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||||||||
| Comprehensive income | $ | $ | |||||||||||||||
| The accompanying notes are an integral part of these condensed consolidated financial statements. | |||||||||||||||||
4 | | First Quarter 2026 Form 10-Q | ||||||
Blackbaud, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) | ||||||||
| (dollars in thousands) | Three months ended March 31, | |||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Net provision for credit losses and sales returns | ||||||||
| Stock-based compensation expense | ||||||||
| Deferred taxes | ( | |||||||
| Amortization of deferred financing costs and discount | ||||||||
| Other non-cash adjustments | ( | |||||||
| Changes in operating assets and liabilities, net of acquisition and disposal of businesses: | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other assets | ( | ( | ||||||
| Trade accounts payable | ( | |||||||
| Accrued expenses and other liabilities | ( | ( | ||||||
| Deferred revenue | ( | ( | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ( | ||||||
| Capitalized software development costs | ( | ( | ||||||
| Cash used in disposition of business | ( | |||||||
| Net cash used in investing activities | ( | ( | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of debt | ||||||||
| Payments on debt | ( | ( | ||||||
| Employee taxes paid for withheld shares upon equity award settlement | ( | ( | ||||||
| Change in due to customers | ( | ( | ||||||
| Change in customer funds receivable | ( | ( | ||||||
| Purchase of treasury stock, including excise tax payments | ( | ( | ||||||
| Net cash used in financing activities | ( | ( | ||||||
| Effect of exchange rate on cash, cash equivalents and restricted cash | ( | |||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | ||||||
| Cash, cash equivalents and restricted cash, beginning of period | ||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | ||||||
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown above in the condensed consolidated statements of cash flows:
| (dollars in thousands) | March 31, 2026 | December 31, 2025 | ||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents and restricted cash in the statement of cash flows | $ | $ | ||||||
| The accompanying notes are an integral part of these condensed consolidated financial statements. | ||||||||
First Quarter 2026 Form 10-Q | | 5 | ||||||
Blackbaud, Inc.
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
| (dollars in thousands) | Common stock | Treasury stock | Additional paid-in capital | Accumulated other comprehensive loss | Retained earnings | Total stockholders' equity | ||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Purchase of treasury shares under stock repurchase program, inclusive of excise tax | — | — | ( | ( | — | — | ( | |||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | |||||||||||||||||||||||||||
| Shares withheld to satisfy tax withholdings | — | — | ( | ( | — | — | — | ( | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||
| Restricted stock grants | — | — | — | — | — | |||||||||||||||||||||||||||
| Restricted stock cancellations | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | ( | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| (dollars in thousands) | Common stock | Treasury stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Total stockholders' equity | ||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Purchase of treasury shares under stock repurchase program, inclusive of excise tax | — | — | ( | ( | — | — | ( | |||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | |||||||||||||||||||||||||||
| Shares withheld to satisfy tax withholdings | — | — | ( | ( | — | — | — | ( | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||
| Restricted stock grants | — | — | — | — | — | |||||||||||||||||||||||||||
| Restricted stock cancellations | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| The accompanying notes are an integral part of these condensed consolidated financial statements. | ||
6 | | First Quarter 2026 Form 10-Q | ||||||
1. Organization | ||
We are the world's leading provider of AI-powered solutions for social impact. Serving nonprofits, educational institutions, companies committed to corporate social responsibility and individual change makers, we propel impact at scale with the sector’s most intelligent solutions for fundraising and engagement, education solutions, financial management and CSR and grantmaking. We have operations in the United States, Australia, Canada, Costa Rica, India and the United Kingdom, supporting users in 100+ countries.
2. Basis of Presentation | ||
Unaudited condensed consolidated interim financial statements
The accompanying condensed consolidated interim financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC") for interim financial reporting. These condensed consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to state fairly the condensed consolidated balance sheets, condensed consolidated statements of comprehensive income, consolidated statements of cash flows and consolidated statements of stockholders’ equity, for the periods presented in accordance with accounting principles generally accepted in the United States ("U.S.") ("GAAP"). The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date. Operating results and cash flows for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026, or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These unaudited, condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, and other forms filed with the SEC from time to time.
Reclassifications
In order to provide comparability between periods presented, our “operating lease right-of-use assets“ line has been combined within “other assets" in the previously reported condensed consolidated balance sheets to conform to the presentation of the current period. Similarly, "operating lease liabilities, net of current portion" has been combined within "other liabilities" in the previously reported condensed consolidated balance sheets to conform to the presentation of the current period.
Basis of consolidation
The unaudited, condensed consolidated financial statements include the accounts of Blackbaud, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we reconsider and evaluate our estimates and assumptions, including those that impact revenue recognition, long-lived and intangible assets, income taxes, business combinations, stock-based compensation, software development costs, our allowances for credit losses and sales returns, costs of obtaining contracts, valuation of derivative instruments, loss contingencies and insurance recoveries, among others. Changes in the facts or circumstances underlying these estimates could result in material changes and actual results could materially differ from these estimates.
First Quarter 2026 Form 10-Q | | 7 | ||||||
Recently issued accounting pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update is intended to improve transparency by requiring entities to disclose, in the notes to the financial statements, a disaggregation of certain expense categories that are included within the line items presented on the face of the income statement. The standard is effective for our annual reporting period beginning in 2027 and for interim reporting periods beginning in 2028, with early adoption permitted. The standard may be applied either prospectively or retrospectively, with early adoption permitted. We are currently evaluating the timing and method of adoption and assessing the impact of this ASU on the preparation of our financial statement disclosures.
Summary of significant accounting policies
There have been no material changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 18, 2026.
3. Earnings Per Share | ||
We compute basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares and dilutive potential common shares outstanding during the period. Diluted earnings per share reflects the assumed exercise, settlement and vesting of all dilutive securities using the “treasury stock method,” except when the effect is anti-dilutive. Potentially dilutive securities consist of shares issuable upon vesting of restricted stock awards and units.
The following table sets forth the computation of basic and diluted earnings per share:
Three months ended March 31, | |||||||||||||||||
| (dollars in thousands, except per share amounts) | 2026 | 2025 | |||||||||||||||
Numerator: | |||||||||||||||||
Net income | $ | $ | |||||||||||||||
Denominator: | |||||||||||||||||
Weighted average common shares | |||||||||||||||||
Add effect of dilutive securities: | |||||||||||||||||
Restricted stock and units | |||||||||||||||||
Weighted average common shares assuming dilution | |||||||||||||||||
Earnings per share | |||||||||||||||||
Basic | $ | $ | |||||||||||||||
Diluted | $ | $ | |||||||||||||||
Anti-dilutive shares excluded from calculations of diluted earnings per share | |||||||||||||||||
8 | | First Quarter 2026 Form 10-Q | ||||||
4. Fair Value Measurements | ||
We use a three-tier fair value hierarchy to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:
•Level 1 - Quoted prices for identical assets or liabilities in active markets;
•Level 2 - Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
•Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable.
Recurring fair value measurements
Financial assets and liabilities that are measured at fair value on a recurring basis consisted of the following, as of the dates indicated below:
| Fair value measurement using | ||||||||||||||||||||||||||
| (dollars in thousands) | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||||
Fair value as of March 31, 2026 | ||||||||||||||||||||||||||
Financial assets: | ||||||||||||||||||||||||||
Interest rate swaps | $ | $ | $ | $ | ||||||||||||||||||||||
Foreign currency forward contracts | ||||||||||||||||||||||||||
Total financial assets | $ | $ | $ | $ | ||||||||||||||||||||||
Fair value as of March 31, 2026 | ||||||||||||||||||||||||||
Financial liabilities: | ||||||||||||||||||||||||||
Interest rate swaps | $ | $ | $ | $ | ||||||||||||||||||||||
Total financial liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
Fair value as of December 31, 2025 | ||||||||||||||||||||||||||
Financial assets: | ||||||||||||||||||||||||||
Interest rate swaps | $ | $ | $ | $ | ||||||||||||||||||||||
Foreign currency forward contracts | ||||||||||||||||||||||||||
Total financial assets | $ | $ | $ | $ | ||||||||||||||||||||||
Fair value as of December 31, 2025 | ||||||||||||||||||||||||||
Financial liabilities: | ||||||||||||||||||||||||||
Interest rate swaps | $ | $ | $ | $ | ||||||||||||||||||||||
Foreign currency forward contracts | ||||||||||||||||||||||||||
Total financial liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
Our derivative instruments within the scope of Accounting Standards Codification ("ASC") 815, Derivatives and Hedging, are required to be recorded at fair value. Our derivative instruments that are recorded at fair value include interest rate swaps and foreign currency forward contracts. See Note 7 to these unaudited, condensed consolidated financial statements for additional information about our derivative instruments.
First Quarter 2026 Form 10-Q | | 9 | ||||||
The fair value of our interest rate swaps and foreign currency forward contracts are based on model-driven valuations using Secured Overnight Financing Rate ("SOFR") rates and foreign currency forward rates, respectively, which are observable at commonly quoted intervals. Accordingly, our interest rate swaps and foreign currency forward contracts are classified within Level 2 of the fair value hierarchy.
We believe the carrying amounts of our cash and cash equivalents, restricted cash, accounts receivable, trade accounts payable, accrued expenses and other current liabilities and due to customers approximate their fair values at March 31, 2026 and December 31, 2025, due to the immediate or short-term maturity of these instruments.
We believe the carrying amount of our debt approximates its fair value at March 31, 2026 and December 31, 2025, as the debt bears interest rates that approximate market value. As SOFR rates are observable at commonly quoted intervals, our debt under the 2024 Credit Facilities (as defined below) is classified within Level 2 of the fair value hierarchy. The fair value of our fixed rate debt does not exceed the carrying amount.
We did not transfer any assets or liabilities among the levels within the fair value hierarchy during the three months ended March 31, 2026.
Non-recurring fair value measurements
Assets and liabilities that are measured at fair value on a non-recurring basis include long-lived assets, intangible assets, goodwill and operating lease right-of-use ("ROU") assets. These assets are recognized at fair value during the period in which an acquisition is completed or at lease commencement, from updated estimates and assumptions during the measurement period, or when they are considered to be impaired. These non-recurring fair value measurements, primarily for long-lived assets, intangible assets acquired and operating lease ROU assets, are based on Level 3 unobservable inputs.
For long-lived assets, intangible assets and operating lease ROU assets, in the event of an impairment, we determine the fair value of these assets other than goodwill using a discounted cash flow approach, which contains significant unobservable inputs and, therefore, is considered a Level 3 fair value measurement. The unobservable inputs in the analysis generally include future cash flow projections and a discount rate. For goodwill impairment testing, we estimate fair value using market-based methods including the use of market capitalization and consideration of a control premium.
There were no significant non-recurring fair value adjustments during the three months ended March 31, 2026.
5. Consolidated Financial Statement Details | ||
Restricted cash
| (dollars in thousands) | March 31, 2026 | December 31, 2025 | ||||||
Restricted cash due to customers | $ | $ | ||||||
Real estate escrow balances and other | ||||||||
Total restricted cash | $ | $ | ||||||
10 | | First Quarter 2026 Form 10-Q | ||||||
Prepaid expenses and other assets
| (dollars in thousands) | March 31, 2026 | December 31, 2025 | ||||||
Costs of obtaining contracts(1)(2) | $ | $ | ||||||
Prepaid software maintenance and subscriptions(3) | ||||||||
Taxes, prepaid and receivable | ||||||||
Implementation costs for cloud computing arrangements, net(4)(5) | ||||||||
Unbilled accounts receivable | ||||||||
Operating lease right-of-use assets | ||||||||
Prepaid insurance | ||||||||
Investment in equity securities(6) | ||||||||
Derivative instruments | ||||||||
Other assets | ||||||||
Total prepaid expenses and other assets | ||||||||
Less: Long-term portion | ||||||||
Prepaid expenses and other current assets | $ | $ | ||||||
(1)Amortization expense from costs of obtaining contracts was $5.2 million and $5.0 million for the three months ended March 31, 2026 and 2025, respectively.
(2)The current portion of costs of obtaining contracts as of March 31, 2026 and December 31, 2025 was $18.6 million and $18.5 million, respectively.
(3)The current portion of prepaid software maintenance and subscriptions as of March 31, 2026 and December 31, 2025 was $41.2 million and $30.4 million, respectively.
(4)These costs primarily relate to the multi-year implementations of our global enterprise resource planning, customer relationship management systems and other cloud-based systems.
(5)Amortization expense from capitalized cloud computing implementation costs was insignificant for the three months ended March 31, 2026 and 2025. Accumulated amortization for these costs was $12.7 million and $14.0 million as of March 31, 2026 and December 31, 2025, respectively.
(6)Represents a strategic investment that did not result in Blackbaud having significant influence over the investee.
First Quarter 2026 Form 10-Q | | 11 | ||||||
Accrued expenses and other liabilities
| (dollars in thousands) | March 31, 2026 | December 31, 2025 | ||||||
Taxes payable | $ | $ | ||||||
Customer credit balances | ||||||||
Operating lease liabilities | ||||||||
Accrued commissions and salaries | ||||||||
Accrued health care costs | ||||||||
Unrecognized tax benefit | ||||||||
Accrued vacation costs | ||||||||
Accrued transaction-based costs related to payments services | ||||||||
Derivative instruments | ||||||||
Other liabilities | ||||||||
Total accrued expenses and other liabilities | ||||||||
Less: Long-term portion | ||||||||
Accrued expenses and other current liabilities | $ | $ | ||||||
Three months ended March 31, | |||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | |||||||||||||||
Interest income | $ | $ | |||||||||||||||
Currency revaluation losses | ( | ( | |||||||||||||||
Other income, net | |||||||||||||||||
Other income, net | $ | $ | |||||||||||||||
6. Debt | ||
The following table summarizes our debt balances and the related weighted average effective interest rates, which includes the effect of interest rate swap agreements.
| Debt balance at | Weighted average effective interest rate at | ||||||||||||||||
| (dollars in thousands) | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | |||||||||||||
Credit facility: | |||||||||||||||||
Revolving credit loans | $ | $ | % | % | |||||||||||||
Term loans | % | % | |||||||||||||||
Real estate loans | % | % | |||||||||||||||
Other debt | % | % | |||||||||||||||
Total debt | % | % | |||||||||||||||
Less: Unamortized discount and debt issuance costs | |||||||||||||||||
Less: Debt, current portion | % | % | |||||||||||||||
Debt, net of current portion | $ | $ | % | % | |||||||||||||
2024 Credit Facilities
In April 2024, we entered into a five-year $1.5 billion senior credit facility (the "2024 Credit Facilities"). At March 31, 2026, we were in compliance with our debt covenants under the 2024 Credit Facilities.
12 | | First Quarter 2026 Form 10-Q | ||||||
Real estate loans
In August 2020, we completed the purchase of our global headquarters facility. As part of the purchase price, we assumed the seller’s obligations under two senior secured notes with a then-aggregate outstanding principal amount of $61.1 million (collectively, the “Real Estate Loans”). The Real Estate Loans require periodic principal payments and the balance of the Real Estate Loans are due upon maturity in April 2038. At March 31, 2026, we were in compliance with our debt covenants under the Real Estate Loans.
Other debt
From time to time, we enter into third-party financing agreements for purchases of software and related services for our internal use. Generally, the agreements are non-interest-bearing notes requiring periodic payments. Interest associated with the notes is imputed at the rate we would incur for amounts borrowed under our then-existing credit facility at the inception of the notes.
The following table summarizes our currently effective supplier financing agreements as of March 31, 2026:
| (dollars in thousands) | Term in Months | Number of Payments | First Payment Due | Original Loan Value | ||||||||||
Effective dates of agreements (1): | ||||||||||||||
April 2024 | 36 | 3 | May 2024 | $ | ||||||||||
January 2026 | 60 | 7 | October 2026 | |||||||||||
(1)Represent noncash investing and financing transactions during the periods indicated as we purchased software and services by assuming directly related liabilities.
The changes in supplier financing obligations during the three months ended March 31, 2026, consisted of the following:
| (dollars in thousands) | Total | ||||
Balance at December 31, 2025 | $ | ||||
Additions | |||||
Balance at March 31, 2026 | $ | ||||
7. Derivative Instruments | ||
We generally use derivative instruments to manage our interest rate and foreign currency exchange risk. We currently have derivatives classified as cash flow hedges and net investment hedges. We do not enter into any derivatives for trading or speculative purposes.
All of our derivative instruments are governed by International Swap Dealers Association, Inc. master agreements with our counterparties. As of March 31, 2026 and December 31, 2025, we have presented the fair value of our derivative instruments at the gross amounts in the unaudited, condensed consolidated balance sheets as the gross fair values of our derivative instruments equaled their net fair values.
Cash flow hedges
We have entered into interest rate swap agreements, which effectively convert portions of our variable rate debt under the 2024 Credit Facilities to a fixed rate for the term of the swap agreements. We designated each of the interest rate swaps as cash flow hedges at the inception of the contracts. Our entry into the 2024 Credit Agreement in April 2024 did not affect our interest rate swap agreements, including their designation as cash flow hedges, as the 2024 Credit Agreement has substantially the same critical terms as the 2020 Credit Agreement.
In February 2026, we entered into an additional forward-starting interest rate swap agreement with a notional value of $100.0 million with effective dates beginning in August 2026 through February 2029 (the "February 2026 Swap Agreement"). We designated the February 2026 Swap Agreement as a cash flow hedge at the inception of the contract.
As of March 31, 2026 and December 31, 2025, the aggregate notional values of the interest rate swaps were $800.0 million and $700.0 million, respectively. All of the contracts have maturities on or before February 2029.
First Quarter 2026 Form 10-Q | | 13 | ||||||
We have entered into foreign currency forward contracts to hedge revenues denominated in the Canadian Dollar ("CAD") against changes in the exchange rate with the United States Dollar ("USD"). We designated each of these foreign currency forward contracts as cash flow hedges at the inception of the contracts. As of March 31, 2026 and December 31, 2025, the aggregate notional values of the foreign currency forward contracts designated as cash flow hedges that we held to buy USD in exchange for Canadian Dollars were $34.3 million CAD and $32.9 million CAD, respectively. All of the contracts have maturities of 12 months or less.
Net investment hedges
We have entered into foreign currency forward contracts to hedge a portion of the foreign currency exposure that arises on translation of our investments denominated in British Pounds ("GBP") into USD. We designated each of these foreign currency forward contracts as net investment hedges at the inception of the contracts. As of March 31, 2026 and December 31, 2025, the aggregate notional values of the foreign currency forward contracts designated as net investment hedges to reduce the volatility of the U.S. dollar value of a portion of our GBP-denominated investments was £13.5 million and £12.0 million, respectively.
The fair values of our derivative instruments were as follows as of:
| Asset derivatives | Liability derivatives | ||||||||||||||||||||||
| (dollars in thousands) | Balance sheet location | March 31, 2026 | December 31, 2025 | Balance sheet location | March 31, 2026 | December 31, 2025 | |||||||||||||||||
Derivative instruments designated as hedging instruments: | |||||||||||||||||||||||
Interest rate swaps, current portion | Prepaid expenses and other current assets | $ | $ | Accrued expenses and other current liabilities | $ | $ | |||||||||||||||||
Foreign currency forward contracts, current portion | Prepaid expenses and other current assets | $ | $ | Accrued expenses and other current liabilities | $ | $ | |||||||||||||||||
Interest rate swaps, long-term | Other assets | Other liabilities | |||||||||||||||||||||
Total derivative instruments designated as hedging instruments | $ | $ | $ | $ | |||||||||||||||||||
14 | | First Quarter 2026 Form 10-Q | ||||||
The effects of derivative instruments in cash flow and net investment hedging relationships were as follows:
Gain (loss) recognized in accumulated other comprehensive loss as of | Location of gain (loss) reclassified from accumulated other comprehensive loss into income | Gain reclassified from accumulated other comprehensive loss into income | |||||||||||||||
| (dollars in thousands) | March 31, 2026 | Three months ended March 31, 2026 | |||||||||||||||
Cash Flow Hedges | |||||||||||||||||
Interest rate swaps | $ | Interest expense | $ | ||||||||||||||
Foreign currency forward contracts | $ | Revenue | $ | ( | |||||||||||||
Net Investment Hedges | |||||||||||||||||
Foreign currency forward contracts | $ | $ | |||||||||||||||
| March 31, 2025 | Three months ended March 31, 2025 | ||||||||||||||||
Cash Flow Hedges | |||||||||||||||||
Interest rate swaps | $ | Interest expense | $ | ||||||||||||||
Foreign currency forward contracts | $ | Revenue | $ | ||||||||||||||
Net Investment Hedges | |||||||||||||||||
Foreign currency forward contracts | $ | ( | $ | ||||||||||||||
Our policy requires that derivatives used for hedging purposes be designated and effective as a hedge of the identified risk exposure at the inception of the contract. Accumulated other comprehensive income (loss) includes unrealized gains or losses from the change in fair value measurement of our derivative instruments each reporting period and the related income tax expense or benefit. Excluding net investment hedges, changes in the fair value measurements of the derivative instruments and the related income tax expense or benefit are reflected as adjustments to accumulated other comprehensive income (loss) until the actual hedged expense is incurred or until the hedge is terminated at which point the unrealized gain (loss) and related tax effects are reclassified from accumulated other comprehensive income (loss) to current earnings. For net investment hedges, changes in the fair value measurements of the derivative instruments and the related income tax expense or benefit are reflected as adjustments to translation adjustment, a component of accumulated other comprehensive income (loss), and recognized in earnings only when the hedged GBP investment is liquidated. The estimated accumulated other comprehensive income as of March 31, 2026 that is expected to be reclassified into earnings within the next twelve months is $1.6 million. There were no ineffective portions of our interest rate swap or foreign currency forward derivatives during the three months ended March 31, 2026 and 2025. See Note 10 to these unaudited, condensed consolidated financial statements for a summary of the changes in accumulated other comprehensive income (loss) by component. We classify cash flows related to derivative instruments as operating activities in the unaudited, condensed consolidated statements of cash flows.
8. Commitments and Contingencies | ||
Leases
We have operating leases for corporate offices and subleased offices. As of March 31, 2026, we did not have any operating leases that had not yet commenced.
Lease costs for the three months ended March 31, 2026 and 2025 were insignificant. As a result, we have not presented a tabular summary of the components of lease costs for the period.
"Operating lease right-of-use assets" are included within "other assets" in our unaudited, condensed consolidated balance sheets. "Operating lease liabilities, current portion" are included in "accrued expenses and other current liabilities," while "operating lease liabilities, net of current portion" are included in "other liabilities" in our unaudited, condensed consolidated balance sheets. See Note 5 to these unaudited, condensed consolidated financial statements for additional information.
First Quarter 2026 Form 10-Q | | 15 | ||||||
Other commitments
The term loans under the 2024 Credit Facilities require periodic principal payments. The balance of the term loans and any amounts drawn on the revolving credit loans are due upon maturity of the 2024 Credit Facilities in April 2029. The Real Estate Loans also require periodic principal payments and the balance of the Real Estate Loans are due upon maturity in April 2038.
We have contractual obligations for third-party technology used in our solutions and for other services we purchase as part of our normal operations. In certain cases, these arrangements require a minimum annual purchase commitment by us. As of March 31, 2026, the remaining aggregate minimum purchase commitment under these arrangements was approximately $142.3 million through 2030.
We have a multi-year arrangement for third-party technology and related services, financed through a third-party installment arrangement, that requires fixed payments through April 2030. See discussion of "Other debt" at Note 6 to these unaudited, condensed consolidated financial statements for additional information.
Solution and service indemnifications
In the ordinary course of business, we provide certain indemnifications of varying scope to customers against claims of intellectual property infringement made by third parties arising from the use of our solutions or services. We have not identified any losses that might be covered by these indemnifications.
Legal proceedings
We are subject to legal proceedings and claims that arise in the ordinary course of business, as well as certain other non-ordinary course proceedings, claims and investigations. We make a provision for a loss contingency when it is both probable that a material liability has been incurred and the amount of the loss can be reasonably estimated. If only a range of estimated losses can be determined, we accrue an amount within the range that, in our judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, we accrue the low end of the range. For proceedings in which an unfavorable outcome is reasonably possible but not probable and an estimate of the loss or range of losses arising from the proceeding can be made, we disclose such an estimate, if material. If such a loss or range of losses is not reasonably estimable, we disclose that fact. We review any such loss contingency provisions at least quarterly and adjust them to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. We recognize insurance recoveries, if any, when they are probable of receipt. All associated costs due to third-party service providers and consultants, including legal fees, are expensed as incurred. We have determined as of March 31, 2026, that no provision for liability nor disclosure is required related to any pending or anticipated legal proceeding or claim against us because (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial.
Legal proceedings are inherently unpredictable. However, we believe that we have valid defenses with respect to the legal matters pending or threatened against us and intend to defend ourselves vigorously against all claims asserted. It is possible that our consolidated financial position, results of operations or cash flows could be materially negatively affected in any particular period by an unfavorable resolution of one or more of such legal proceedings.
9. Income Taxes | ||
Our income tax provision and effective income tax rates, including the effects of period-specific events, were:
Three months ended March 31, | |||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | |||||||||||||||
Income tax provision | $ | $ | |||||||||||||||
Effective income tax rate | % | % | |||||||||||||||
The increase in our effective income tax rate for the three months ended March 31, 2026 when compared to the same period in 2025 was primarily due to an increase in pre-tax book income.
16 | | First Quarter 2026 Form 10-Q | ||||||
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The legislation makes permanent certain provisions of the 2017 Tax Cuts and Jobs Act, including 100% bonus depreciation and restoring immediate expensing of research and development expenditures for activities performed within the United States. Under ASC 740, we recognized the impact of the first phase of the law in the third quarter of 2025 and continue to recognize its impacts in 2026. The impacts of OBBBA on our deferred tax assets continue to result in a net downward adjustment of the valuation allowance. We currently expect a material impact from future phases in fiscal years 2026 and 2027, but not beyond.
10. Stockholders' Equity | ||
Stock repurchase program
Under our stock repurchase program, we are authorized to repurchase shares from time to time in accordance with applicable laws both on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in privately negotiated transactions. The timing and amount of repurchases depends on several factors, including market and business conditions, the trading price of our common stock and the nature of other investment opportunities. The repurchase program does not have an expiration date and may be limited, suspended or discontinued at any time without prior notice. Under the 2024 Credit Agreement, we have restrictions on our ability to repurchase shares of our common stock, which are summarized on page 36 in this report.
We account for purchases of treasury stock under the cost method. On December 1, 2025, our Board of Directors reauthorized, expanded and replenished our stock repurchase program by expanding the total capacity under the program to $1.0 billion available for repurchases.
During the three months ended March 31, 2026, we repurchased an aggregate of 1,601,057 shares for $82.1 million. The remaining amount available to purchase stock under the approved stock repurchase program was $878.5 million as of March 31, 2026.
Changes in accumulated other comprehensive loss by component
The changes in accumulated other comprehensive loss by component, consisted of the following:
Three months ended March 31, | |||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||
Accumulated other comprehensive loss, beginning of period | $ | ( | $ | ( | |||||||||||||
By component: | |||||||||||||||||
Gains and losses on cash flow hedges: | |||||||||||||||||
Accumulated other comprehensive (loss) income balance, beginning of period | $ | ( | $ | ||||||||||||||
Other comprehensive income (loss) before reclassifications, net of tax effects of $( | ( | ||||||||||||||||
Amounts reclassified from accumulated other comprehensive (loss) income | ( | ( | |||||||||||||||
Tax benefit included in provision for income taxes | ( | ( | |||||||||||||||
Total amounts reclassified from accumulated other comprehensive (loss) income | ( | ( | |||||||||||||||
Net current-period other comprehensive income (loss) | ( | ||||||||||||||||
Accumulated other comprehensive income balance, end of period | $ | $ | |||||||||||||||
Foreign currency translation adjustment: | |||||||||||||||||
Accumulated other comprehensive loss balance, beginning of period | $ | ( | $ | ( | |||||||||||||
Translation adjustment | ( | ||||||||||||||||
Accumulated other comprehensive loss balance, end of period | ( | ( | |||||||||||||||
Accumulated other comprehensive loss, end of period | $ | ( | $ | ( | |||||||||||||
First Quarter 2026 Form 10-Q | | 17 | ||||||
11. Segment Information | ||
We have one operating segment and one reportable segment. Our chief operating decision maker is our chief executive officer ("CEO"), who reviews financial information presented on a consolidated basis, accompanied by disaggregated information about our revenue, for purposes of making decisions about assessing financial performance and allocating resources. Our CEO considers costs of revenue, sales, marketing and customer success, research and development, and general and administrative expense categories on our consolidated statements of comprehensive income as significant. Our CEO uses consolidated operating margin and net income as the primary measures of profit or loss. These financial metrics are used by our CEO to make key operating decisions, such as the allocation of budget between costs of revenues and our different operating expense categories.
Our other segment items include amortization, interest expense, other income, net, and income tax provision on our consolidated statements of comprehensive income.
12. Revenue Recognition | ||
Transaction price allocated to the remaining performance obligations
As of March 31, 2026, approximately $1.4 billion of revenue under contract is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 45 % of these remaining performance obligations over the next 12 months, with the remainder recognized thereafter.
We applied the practical expedient in ASC 606-10-50-14 and have excluded the value of unsatisfied performance obligations for which we recognize revenue at the amount to which we have the right to invoice for services performed (transactional revenue).
Contract balances
Our closing balances of deferred revenue were as follows:
| (in thousands) | March 31, 2026 | December 31, 2025 | ||||||
Total deferred revenue | $ | $ | ||||||
The decrease in deferred revenue during the three months ended March 31, 2026 was primarily due to a seasonal decrease in customer contract billings. Historically, due to the timing of customer budget cycles, we have an increase in billings and customer contract renewals at or near the beginning of our third quarter. Generally, our lowest balance of deferred revenue during the year is at the end of our first quarter. The amount of revenue recognized during the three months ended March 31, 2026 that was included in the deferred revenue balance at the beginning of the period was approximately $161 million. The amount of revenue recognized during the three months ended March 31, 2026 from performance obligations satisfied in prior periods was insignificant.
Disaggregation of revenue
We sell our cloud solutions and related services in three primary geographical markets: to customers in the United States, to customers in the United Kingdom and to customers located in other countries. The following table presents our revenue by geographic area based on the location of our customers:
Three months ended March 31, | |||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | |||||||||||||||
United States | $ | $ | |||||||||||||||
United Kingdom | |||||||||||||||||
Other countries | |||||||||||||||||
Total revenue | $ | $ | |||||||||||||||
18 | | First Quarter 2026 Form 10-Q | ||||||
The following table presents our revenue by type:
Three months ended March 31, | |||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | |||||||||||||||
Contractual recurring | $ | $ | |||||||||||||||
Transactional recurring | |||||||||||||||||
Total recurring revenue | $ | $ | |||||||||||||||
One-time services and other | |||||||||||||||||
Total revenue | $ | $ | |||||||||||||||
First Quarter 2026 Form 10-Q | | 19 | ||||||
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited, condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis presents financial information denominated in millions of dollars which can lead to differences from rounding when compared to similar information contained in the unaudited, condensed consolidated financial statements and related notes which are primarily denominated in thousands of dollars.
Executive Summary | ||
We are the world's leading provider of AI-powered solutions for social impact. Serving nonprofits, educational institutions, companies committed to corporate social responsibility and individual change makers, we propel impact at scale with the sector’s most intelligent solutions for fundraising and engagement, education solutions, financial management and CSR and grantmaking. We have operations in the United States, Australia, Canada, Costa Rica, India and the United Kingdom, supporting users in 100+ countries.
Our revenue is primarily generated from the following sources: (i) charging for the use of our software solutions in cloud and hosted environments; and (ii) providing payment and transaction services.
Business Update
We delivered solid execution against our operating plan to start 2026, with a continued focus on efficiency and a strong pace of product innovation. AI initiatives remain an important area of emphasis—both in the capabilities we are delivering to customers and in the way we operate the business.
During the first quarter, we expanded the availability of AI‑enabled capabilities across our product portfolio and launched our first agentic AI solution, the Blackbaud fundraising development agent, into general availability. This solution is designed to assist fundraising teams by automating certain outreach and stewardship activities within existing workflows, using customer‑permissioned data and operating under defined governance and user controls.
The fundraising development agent is expected to be offered under a subscription pricing model. While commercialization remains in the early stages, we currently anticipate that annual subscription pricing would generally be in the tens of thousands of dollars, depending on customer size and use case. We expect this offering to be marketed both to existing customers as an incremental subscription and to prospective new customers as part of our broader product portfolio. We continue to evaluate customer adoption, operational impacts, and potential financial contributions as part of our ongoing planning and investment process.
Adoption of AI‑enabled functionality continued across portions of our customer base during the quarter. A significant portion of our Raiser’s Edge NXT customers utilize machine‑learning‑enabled donor prospecting capabilities, which leverage historical and behavioral data to support fundraising activities. These capabilities are supported by proprietary Blackbaud data, licensed datasets, benchmarking data, and other philanthropic datasets, all subject to our cybersecurity and data governance framework.
We recently disclosed that more than 20% of our renewing customers have elected to enter into four-year or longer contracts. To date in the current renewal cycle, we have seen an increasing number of customers request five-year contracts. We believe this reflects continued customer engagement with our solutions and our ability to support them and their missions into the future.
We also continued to apply AI internally to improve efficiency across engineering, marketing, customer success and the back office. During the quarter, our engineering teams increased their use of approved generative AI development tools to accelerate software development and issue remediation, contributing to productivity improvements and faster delivery of enhancements.
20 | | First Quarter 2026 Form 10-Q | ||||||
In February 2026, we announced our intention to repurchase between 5% and 10% of our outstanding common stock as of December 31, 2025 during the course of 2026 under our stock repurchase program. During the three months ended March 31, 2026, we repurchased an aggregate of 1,601,057 shares for $82.1 million. Including net share settlement of employee stock compensation, these repurchases represent approximately 4.5% of our outstanding common stock as of December 31, 2025. As of March 31, 2026, $878.5 million remained available under our stock repurchase program. Over the long term, we expect stock repurchases to remain an important component of our capital allocation strategy, subject to market conditions, business performance, leverage considerations, and other factors. We anticipate utilizing at least 50% of our free cash flow from 2026 to 2030 for stock repurchases. See discussion of our Non‑GAAP Financial Measures below.
Financial Summary
Total revenue ($M) | Income from operations ($M) | |||||||
| YoY Growth (%) | YoY Growth (%) | |||||||
Revenue increased by $11.2 million, during the three months ended March 31, 2026, when compared to the same period in 2025, driven largely by the following:
+ | Increase in contractual recurring revenue of $6.8 million primarily related to the positive impact of our pricing initiatives and the demand of our cloud solutions. | ||||||||||
+ | Increase in transactional recurring revenue of $6.3 million primarily due to positive results related to pricing initiatives and, to a lesser extent, increases in volume for our Blackbaud Integrated Payments; also contributing to the increase in transactional recurring revenue during the three months ended March 31, 2026 was an increase related to fluctuations in foreign currency exchange rates of $1.3 million. | ||||||||||
- | Decrease in one-time consulting revenue of $2.0 million, primarily due to fewer sales of implementation and customization services. | ||||||||||
First Quarter 2026 Form 10-Q | | 21 | ||||||
Income from operations increased by $31.7 million, during the three months ended March 31, 2026, when compared to the same period in 2025, driven largely by the following:
+ | Decrease in acquisition and disposition-related costs within general and administrative expenses of $25.0 million primarily related to our release from our lease for office space in Washington, DC, which occurred during February 2025 and did not reoccur in 2026 | ||||||||||
+ | Increase in total revenue, as described above | ||||||||||
+ | Decrease in third-party contractor costs of $3.3 million primarily due to transition of work to employees in our Global Capability Center ("GCC") in Hyderabad, India, decreased use of outside contractors and completion of prior year investments, partially offset by an increase in investment in AI innovation | ||||||||||
+ | Decrease in Security Incident-related expenses of $2.2 million that occurred during 2025 that did not reoccur in 2026. For more information, see Note 11 to our audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC on February 18, 2026. | ||||||||||
+ | Increase of $1.6 million due to the non recurrence of a first quarter 2025 contra expense for transition services associated with the EVERFI disposition in December 2024. | ||||||||||
- | Increase in third-party software costs of $2.4 million related to internal solutions we use to run our business | ||||||||||
- | Increase in stock-based compensation expense of $1.7 million primarily due to certain executive retirements | ||||||||||
We continuously seek opportunities to optimize our portfolio of solutions to focus time and resources on innovation that will have the greatest impact for our customers and the markets we serve, and drive the highest return on investment. To that end, we will continue to simplify and rationalize our portfolio through product sunsets and divestitures of non-core businesses and technologies.
22 | | First Quarter 2026 Form 10-Q | ||||||
Gross dollar retention | ||||||||
Our recurring subscription contracts are typically for a term of three years at contract inception with standard three-year renewals thereafter. A key factor to our overall success is the renewal and expansion of our existing subscription agreements with our customers. Management uses gross dollar retention in analyzing our success at delighting our customers with innovative and cloud solutions. Gross dollar retention is defined as contracted annual recurring revenue ("CARR") divided by beginning CARR with a measurement period of twelve months. For the twelve months ended March 31, 2026, our gross dollar retention was approximately 92%. This gross dollar retention rate is relatively unchanged from our rate for the twelve months ended December 31, 2025. Changes in the amount of contractual annual recurring revenue up for renewal in a given period may impact absolute churn dollars even when customer renewal rates remain relatively consistent from year-to-year. We are continually investing in innovation, which we believe will support gross dollar retention over the long-term.
Balance sheet and cash flow
At March 31, 2026, our cash and cash equivalents were $34.1 million. Under the 2024 Credit Facilities, the carrying amount of our debt was $1.1 billion and our net leverage ratio was 2.67 to 1.00.
During the three months ended March 31, 2026, we generated $51.5 million in cash from operations, had a net increase in borrowings of $64.9 million, returned $82.1 million to stockholders by way of share repurchases, and had aggregate cash outlays of $14.5 million for purchases of property and equipment and capitalized software development costs.
On July 4, 2025, the United States enacted the OBBBA, which introduced significant changes to U.S. tax law. See Note 9 to our unaudited, condensed consolidated financial statements in this report for more information. OBBBA impacts meaningfully contributed to reducing U.S. cash taxes in 2025 and we expect to continue to see meaningful reductions to cash taxes through 2027. U.S. state OBBBA conformity considerations (which continue to evolve as the states address the new Federal tax legislation) and the phase-in of the OBBBA international tax provisions in 2026 may continue to affect this cash reduction.
First Quarter 2026 Form 10-Q | | 23 | ||||||
Results of Operations | ||
Comparison of the three months ended March 31, 2026 and 2025
Revenue and Cost of Revenue
Revenue ($M) | Cost of revenue ($M) | Gross profit ($M) and gross margin (%) | ||||||||||||
| YoY Growth (%) | YoY Growth (%) | |||||||||||||
Our revenue includes three components: contractual recurring, transactional recurring and one-time services and other.
•Contractual recurring revenue is primarily comprised of fees for the use of our subscription-based software solutions, which includes providing access to cloud solutions, online training programs and subscription-based analytic services. Contractual recurring revenue also includes fees from maintenance services for our on-premises solutions.
•Transactional recurring revenue is comprised of transaction fees associated with the use of our solutions, including donation processing, tuition management, consumer giving and event-based usage.
•One-time services and other revenue is comprised of fees for one-time consulting, analytic and onsite training services, and fees for retained and managed services contracts that we do not expect to have a term consistent with our cloud solution contracts.
Cost of revenue is primarily comprised of compensation costs for customer support, production IT, professional services and onsite training personnel, hosting and data center costs, third-party contractor expenses, third-party royalty and data expenses, allocated depreciation, facilities and IT support (including cybersecurity) costs, amortization of intangible assets from business combinations, amortization of software development costs, transaction-based costs related to payments services including remittances of amounts due to third-parties, data expense incurred to perform one-time analytic services and other costs incurred in providing support, recurring services and onsite customer training to our customers.
Our customers continue to prefer cloud subscription offerings with integrated AI, analytics, training and payment services. We intend to continue focusing on innovation, quality and integration of our cloud solutions, which we believe will drive future revenue growth.
24 | | First Quarter 2026 Form 10-Q | ||||||
Revenue increased by $11.2 million, or 4.2%, during the three months ended March 31, 2026, when compared to the same period in 2025. For a discussion of our changes in revenue, see "Revenue" above starting on page 21 in this report.
Cost of revenue decreased by $0.2 million, or 0.2%, during the three months ended March 31, 2026, when compared to the same period in 2025, driven primarily by the following:
- | Decrease in third-party contractor costs of $1.7 million primarily related to transition of work to employees in our GCC, decreased use of outside contractors and completion of prior year investments | ||||||||||
- | Decrease in compensation costs of $1.5 million primarily due to a shift in resources from supporting cost of revenue to research and development | ||||||||||
+ | Increase in direct costs of revenue of $2.3 million primarily due to an increase in the volume of transactions for which we process payments and data center costs | ||||||||||
Gross margin increased by 180 basis points for the three months ended March 31, 2026, when compared to the same period in 2025, due to the increase in revenue combined with the decrease in cost of revenue.
Operating Expenses
Sales, marketing and customer success ($M) | Research and development ($M) | General and administrative ($M) | ||||||||||||
| Percentages indicate expenses as a percentage of total revenue | ||||||||||||||
Sales, marketing and customer success
Sales, marketing and customer success expense includes compensation costs, variable sales commissions, travel-related expenses, advertising and marketing materials, public relations costs, variable reseller commissions and allocated depreciation, facilities and IT support (including cybersecurity) costs.
We see a large market opportunity in the long-term and will continue to make investments to drive sales effectiveness. We have also implemented software tools to enhance our digital footprint and drive lead generation. The enhancements we are making in our go-to-market approach are intended to reduce our average customer acquisition cost per customer as well as the related payback period while increasing sales velocity.
Sales, marketing and customer success expense during the three months ended March 31, 2026 was relatively in-line with the same period in 2025.
Research and development
Research and development expense includes compensation costs for engineering and product management personnel, third-party contractor expenses, software development tools and other expenses related to developing new solutions or upgrading and enhancing existing solutions that do not qualify for capitalization, and allocated depreciation, facilities and IT support (including cybersecurity) costs.
First Quarter 2026 Form 10-Q | | 25 | ||||||
We continue to make investments intended to delight our customers with innovative and secure cloud solutions, including AI technology. Research and development expenses increased by $3.4 million, or 10.0%, during the three months ended March 31, 2026, when compared to the same period in 2025. The increases in dollars and as a percentage of revenue were primarily driven by the following:
+ | Increase in compensation costs of $3.7 million primarily due to a shift in resources from supporting cost of revenue to research and development, merit-based salary increases and increased engineering headcount to support our innovation focus | ||||||||||
- | Decrease in third-party contractor costs of $1.9 million primarily related to transition of work to employees in our GCC and prior year investments ramping down, partially offset by an increase in investment in AI innovation | ||||||||||
Not included in research and development expense for the three months ended March 31, 2026 and 2025 were $12.2 million and $12.4 million, respectively, of qualifying costs associated with software development activities that are required to be capitalized under GAAP, such as those for our cloud solutions. Qualifying capitalized development costs associated with our cloud solutions are subsequently amortized to cost of revenue over the related assets' estimated useful life, which generally range from two to seven years. We expect that the amount of software development costs capitalized will be relatively consistent in the near-term as we continue making investments in innovation, quality, security and the integration of our solutions, which we believe will drive long-term revenue growth.
General and administrative
General and administrative expense consists primarily of compensation costs for general corporate functions, including senior management, finance, accounting, legal, human resources and corporate development, Security Incident-related expenses (including legal fees, settlements and loss contingency accruals), third-party professional fees, insurance, allocated depreciation, facilities and IT support (including cybersecurity) costs, acquisition-related expenses and other administrative expenses.
General and administrative expense decreased by $26.4 million, or 46.6%, during the three months ended March 31, 2026, when compared to the same period in 2025. The decreases in dollars and as a percentage of revenue were primarily driven by the following:
- | Decrease in acquisition and disposition-related costs of $25.0 million primarily related to our release from our lease for office space in Washington, DC, which occurred during February 2025 and did not reoccur in 2026. | ||||||||||
- | Decrease in Security Incident-related expenses of $2.2 million that occurred during 2025 that did not reoccur in 2026. For more information, see Note 11 to our audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC on February 18, 2026. | ||||||||||
+ | Increase in third-party software costs of $1.7 million primarily related to internal solutions we use to run our business | ||||||||||
+ | Increase of $1.6 million due to the non recurrence of a first quarter 2025 contra expense for transition services associated with the EVERFI disposition in December 2024. | ||||||||||
Interest Expense
Interest expense ($M) | ||||||||
| Percentages indicate expenses as a percentage of total revenue | ||||||||
26 | | First Quarter 2026 Form 10-Q | ||||||
The decrease in interest expense in dollars and as a percentage of total revenue during the three months ended March 31, 2026, when compared to the same period in 2025, was primarily due to a decrease in portfolio effective interest rate on relatively flat average daily borrowing. We currently expect interest expense for the full year 2026 to be approximately $62 million to $66 million. Our interest expense in connection with the variable rate portion of our outstanding debt could increase in a rising interest rate environment. See Note 7 to our unaudited, condensed consolidated financial statements in this report for more information regarding our derivative instruments, which we use to manage our variable interest rate risk, and Item 3. Quantitative and Qualitative Disclosures about Market Risk: Interest Rate Risk (below) for more information about our variable interest rate exposure and related risk.
Other Income, Net
Other income, net ($M) | ||||||||
| Percentages indicate other income, net as a percentage of total revenue | ||||||||
Other income, net in dollars and as a percentage of total revenue during the three months ended March 31, 2026, was relatively consistent with the same period in 2025. See Note 5 to our unaudited, condensed consolidated financial statements in this report for more information regarding our other income.
Deferred Revenue
The table below compares the components of deferred revenue from our unaudited, condensed consolidated balance sheets:
| (dollars in millions) | March 31, 2026 | December 31, 2025 | Change | ||||||||
Deferred revenue(1) | $ | 340.1 | $ | 371.8 | (8.5) | % | |||||
Less: Long-term portion | 6.1 | 2.8 | 117.9 | % | |||||||
Current portion(1) | $ | 334.0 | $ | 369.0 | (9.5) | % | |||||
(1)The individual amounts for each year may not sum to deferred revenue or current portion of deferred revenue due to rounding.
To the extent that our customers are billed for our solutions and services in advance of delivery, we record such amounts in deferred revenue. Our recurring revenue contracts are generally for a term of three years at contract inception with three-year renewals thereafter, billed annually in advance and non-cancelable. In recent periods, we have experienced an increase in longer‑term customer contracts, with more than 20% of new and renewing contracts having initial terms of four years or longer. We generally invoice our customers with recurring revenue contracts in annual cycles 30 days prior to the end of each one-year period.
The decrease in deferred revenue during the three months ended March 31, 2026 was primarily due to a seasonal decrease in customer contract billings. Historically, due to the timing of customer budget cycles, we have an increase in billings and customer contract renewals at or near the beginning of our third quarter. Generally, our lowest balance of deferred revenue during the year is at the end of our first quarter.
First Quarter 2026 Form 10-Q | | 27 | ||||||
Income Taxes
Income tax provision ($M) | ||||||||
| Percentages indicate effective income tax rates | ||||||||
The increase in our effective income tax rate for the three months ended March 31, 2026 when compared to the same period in 2025 was primarily due to an increase in pre-tax book income.
On July 4, 2025, the United States enacted the OBBBA, which introduced significant changes to U.S. tax law. See Note 9 to our unaudited, condensed consolidated financial statements in this report for more information. OBBBA impacts meaningfully contributed to reducing U.S. cash taxes in 2025 and we expect to continue to see meaningful reductions to cash taxes through 2027. U.S. state OBBBA conformity considerations (which continue to evolve as the states address the new Federal tax legislation) and the phase-in of the OBBBA international tax provisions in 2026 may continue to affect this cash reduction.
28 | | First Quarter 2026 Form 10-Q | ||||||
Non-GAAP Financial Measures
The operating results analyzed below are presented on a non-GAAP basis. We use non-GAAP financial measures internally in analyzing our operational performance. Accordingly, we believe these non-GAAP measures are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. While we believe these non-GAAP measures provide useful supplemental information, non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be completely comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation between companies.
The non-GAAP financial measures discussed below exclude the impact of certain transactions because we believe they are not directly related to our operating performance in any particular period, but are for our long-term benefit over multiple periods. We believe that these non-GAAP financial measures reflect our ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business.
First Quarter 2026 Form 10-Q | | 29 | ||||||
Three months ended March 31, | |||||||||||||||||
| (dollars in millions, except per share amounts) | 2026 | 2025 | |||||||||||||||
| GAAP Revenue | $ | 281.1 | $ | 269.9 | |||||||||||||
| GAAP gross profit | $ | 166.6 | $ | 155.1 | |||||||||||||
| GAAP gross margin | 59.2 | % | 57.5 | % | |||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||
Add: Stock-based compensation expense | 3.1 | 2.7 | |||||||||||||||
Add: Amortization of intangibles from business combinations | 6.3 | 7.1 | |||||||||||||||
Add: GCC workforce transition costs(1) | 0.3 | — | |||||||||||||||
Subtotal(2) | 9.6 | 9.8 | |||||||||||||||
Non-GAAP gross profit(2) | $ | 176.2 | $ | 164.9 | |||||||||||||
| Non-GAAP gross margin | 62.7 | % | 61.1 | % | |||||||||||||
| GAAP income from operations | $ | 51.4 | $ | 19.7 | |||||||||||||
| GAAP operating margin | 18.3 | % | 7.3 | % | |||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||
Add: Stock-based compensation expense | 23.9 | 22.2 | |||||||||||||||
Add: Amortization of intangibles from business combinations | 6.9 | 7.6 | |||||||||||||||
Add: GCC workforce transition costs(1) | 1.0 | — | |||||||||||||||
Add: Acquisition and disposition-related costs(3) | 0.1 | 25.1 | |||||||||||||||
Add: Security Incident-related costs | — | 2.2 | |||||||||||||||
Subtotal(2) | 31.9 | 57.1 | |||||||||||||||
Non-GAAP income from operations(2) | $ | 83.4 | $ | 76.8 | |||||||||||||
| Non-GAAP operating margin | 29.6 | % | 28.4 | % | |||||||||||||
| GAAP income before provision for income taxes | $ | 37.8 | $ | 4.9 | |||||||||||||
| GAAP net income | $ | 31.1 | $ | 4.3 | |||||||||||||
| Shares used in computing GAAP diluted earnings per share | 46,351,379 | 49,445,079 | |||||||||||||||
| GAAP diluted earnings per share | $ | 0.67 | $ | 0.09 | |||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||
| Add: GAAP income tax provision | 6.7 | 0.5 | |||||||||||||||
| Add: Total non-GAAP adjustments affecting income from operations | 31.9 | 57.1 | |||||||||||||||
Non-GAAP income before provision for income taxes(2) | 69.7 | 61.9 | |||||||||||||||
Assumed non-GAAP income tax provision(4) | 17.1 | 15.2 | |||||||||||||||
Non-GAAP net income(2) | $ | 52.6 | $ | 46.8 | |||||||||||||
| Shares used in computing non-GAAP diluted earnings per share | 46,351,379 | 49,445,079 | |||||||||||||||
| Non-GAAP diluted earnings per share | $ | 1.14 | $ | 0.95 | |||||||||||||
(1)GCC workforce transition costs represent severance and other costs incurred in connection with the transition of certain roles to our Global Capability Center in Hyderabad, India.
(2)The individual amounts for each year may not sum to subtotal, non-GAAP gross profit, non-GAAP income from operations, non-GAAP income before provision for income taxes or non-GAAP net income due to rounding.
(3)Includes charges of $24.3 million incurred during the three months ended March 31, 2025 related to the release from our lease for office space in Washington, DC.
(4)We use a non-GAAP effective tax rate of 24.5% when calculating non-GAAP net income and non-GAAP diluted earnings per share. We base this rate on our estimated annual GAAP income tax rate, adjusted for items excluded from GAAP income when calculating non-GAAP income and for significant nonrecurring tax adjustments. We review this non-GAAP tax rate annually to determine whether it remains appropriate for evaluating our financial performance. In conducting this review, we consider our GAAP annual effective tax rate, changes in tax legislation, non-GAAP adjustments, and shifts in the geographic mix of revenues and expenses. We also evaluate other factors that we deem significant. Because the tax treatment of non-GAAP adjustments differs from GAAP and because of our methodology for estimating the annual tax rate, the non-GAAP tax rate may differ from the GAAP tax rate and from our actual tax liabilities.
30 | | First Quarter 2026 Form 10-Q | ||||||
Non-GAAP organic revenue growth
In addition, we use non-GAAP organic revenue growth, non-GAAP organic revenue growth on a constant currency basis, non-GAAP organic recurring revenue growth and non-GAAP organic recurring revenue growth on a constant currency basis in analyzing our operating performance. We believe that these non-GAAP measures are useful to investors, as a supplement to GAAP measures, for evaluating the periodic growth of our business on a consistent basis. Each of these measures of non-GAAP organic revenue growth excludes incremental acquisition-related revenue attributable to companies, if any, acquired in the current fiscal year. For companies, if any, acquired in the immediately preceding fiscal year, each of these non-GAAP organic revenue growth measures reflects presentation of full year incremental non-GAAP revenue derived from such companies as if they were combined throughout the prior period. In addition, each of these non-GAAP organic revenue growth measures excludes prior period revenue associated with divested businesses, if any. The exclusion of the prior period revenue is to present the results of the divested businesses within the results of the combined company for the same period of time in both the prior and current periods. We believe this presentation provides a more comparable representation of our current business’ organic revenue growth and revenue run-rate.
| (dollars in millions) | Three months ended March 31, | ||||||||||||||||
2026 | 2025 | ||||||||||||||||
GAAP revenue | $ | 281.1 | $ | 269.9 | |||||||||||||
| GAAP revenue growth | 4.2 | % | |||||||||||||||
Less: Non-GAAP revenue from divested businesses(1) | — | — | |||||||||||||||
Non-GAAP organic revenue(2) | $ | 281.1 | $ | 269.9 | |||||||||||||
| Non-GAAP organic revenue growth | 4.2 | % | |||||||||||||||
Non-GAAP organic revenue(2) | $ | 281.1 | $ | 269.9 | |||||||||||||
Foreign currency impact on Non-GAAP organic revenue(3) | (2.2) | — | |||||||||||||||
Non-GAAP organic revenue on constant currency basis(3) | $ | 278.9 | $ | 269.9 | |||||||||||||
| Non-GAAP organic revenue growth on constant currency basis | 3.3 | % | |||||||||||||||
| GAAP recurring revenue | $ | 276.5 | $ | 263.3 | |||||||||||||
| GAAP recurring revenue growth | 5.0 | % | |||||||||||||||
Less: Non-GAAP recurring revenue from divested businesses(1) | — | — | |||||||||||||||
Non-GAAP organic recurring revenue(2) | $ | 276.5 | $ | 263.3 | |||||||||||||
| Non-GAAP organic recurring revenue growth | 5.0 | % | |||||||||||||||
Non-GAAP organic recurring revenue(2) | $ | 276.5 | $ | 263.3 | |||||||||||||
Foreign currency impact on non-GAAP organic recurring revenue(3) | (2.2) | — | |||||||||||||||
Non-GAAP organic recurring revenue on constant currency basis(3) | $ | 274.3 | $ | 263.3 | |||||||||||||
| Non-GAAP organic recurring revenue growth on constant currency basis | 4.2 | % | |||||||||||||||
(1)Non-GAAP revenue from divested businesses excludes revenue associated with divested businesses in the prior period. The exclusion of the prior period revenue is to present the results of the divested business with the results of the combined company for the same period of time in both the prior and current periods.
(2)Non-GAAP organic revenue and non-GAAP organic recurring revenue for the prior year periods presented herein may not agree to non-GAAP organic revenue and non-GAAP organic recurring revenue presented in the respective prior period quarterly financial information solely due to the manner in which non-GAAP organic revenue growth and non-GAAP organic recurring revenue growth are calculated.
(3)To determine non-GAAP organic revenue growth and non-GAAP organic recurring revenue growth on a constant currency basis, revenues from entities reporting in foreign currencies were translated to U.S. Dollars using the comparable prior period's quarterly weighted average foreign currency exchange rates. The primary foreign currencies creating the impact are the Australian Dollar, British Pound, Canadian Dollar and Euro.
First Quarter 2026 Form 10-Q | | 31 | ||||||
Rule of 40
We define Rule of 40 as non-GAAP organic revenue growth plus non-GAAP adjusted EBITDA margin. Non-GAAP adjusted EBITDA is defined as GAAP net income plus interest, net; income tax provision (benefit); depreciation; amortization of intangible assets from business combinations; amortization of software development costs; stock-based compensation; employee severance; GCC workforce transition costs; acquisition and disposition-related costs; Security Incident-related costs; and impairment and disposition charges.
Three months ended March 31, | |||||||||||||||||
| (dollars in millions) | 2026 | 2025 | |||||||||||||||
| GAAP net income | $ | 31.1 | $ | 4.3 | |||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||
| Add: Interest, net | 14.4 | 15.3 | |||||||||||||||
Add: GAAP income tax provision | 6.7 | 0.5 | |||||||||||||||
Add: Depreciation | 2.2 | 3.0 | |||||||||||||||
| Add: Amortization of intangibles from business combinations | 6.9 | 7.6 | |||||||||||||||
Add: Amortization of software development costs(1) | 12.4 | 11.9 | |||||||||||||||
Subtotal(2) | 42.5 | 38.3 | |||||||||||||||
Non-GAAP EBITDA(2) | $ | 73.6 | $ | 42.6 | |||||||||||||
Non-GAAP EBITDA margin(3) | 26.2 | % | |||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||
Add: Stock-based compensation expense | $ | 23.9 | $ | 22.2 | |||||||||||||
Add: GCC workforce transition costs(4) | 1.0 | — | |||||||||||||||
Add: Acquisition and disposition-related costs(4) | 0.1 | 25.1 | |||||||||||||||
Add: Security Incident-related costs(4) | — | 2.2 | |||||||||||||||
Subtotal(2) | 25.1 | 49.5 | |||||||||||||||
Non-GAAP adjusted EBITDA(2) | $ | 98.7 | $ | 92.1 | |||||||||||||
Non-GAAP adjusted EBITDA margin(5) | 35.1 | % | |||||||||||||||
Rule of 40(6) | 39.3 | % | |||||||||||||||
| Non-GAAP adjusted EBITDA | $ | 98.7 | $ | 92.1 | |||||||||||||
Foreign currency impact on Non-GAAP adjusted EBITDA(7) | (1.0) | 0.2 | |||||||||||||||
Non-GAAP adjusted EBITDA on constant currency basis(7) | $ | 97.7 | $ | 92.3 | |||||||||||||
| Non-GAAP adjusted EBITDA margin on constant currency basis | 35.0 | % | |||||||||||||||
Rule of 40 on constant currency basis(8) | 38.3 | % | |||||||||||||||
(1)Includes amortization expense related to software development costs and amortization expense from capitalized cloud computing implementation costs.
(2)The individual amounts for each year may not sum to subtotal, non-GAAP EBITDA, non-GAAP adjusted EBITDA or non-GAAP adjusted EBITDA on a constant currency basis due to rounding.
(3)Measured by GAAP revenue divided by non-GAAP EBITDA.
(4)See additional details in the reconciliation of GAAP to Non-GAAP operating income above.
(5)Measured by non-GAAP organic revenue divided by non-GAAP adjusted EBITDA.
(6)Measured by non-GAAP organic revenue growth plus non-GAAP adjusted EBITDA margin. See Non-GAAP organic revenue growth table above.
(7)To determine non-GAAP adjusted EBITDA on a constant currency basis, non-GAAP adjusted EBITDA from entities reporting in foreign currencies were translated to U.S. Dollars using the comparable prior period's quarterly weighted average foreign currency exchange rates. The primary foreign currencies creating the impact are the Australian Dollar, British Pound, Canadian Dollar and Euro.
(8)Measured by non-GAAP organic revenue growth on constant currency basis plus non-GAAP adjusted EBITDA margin on constant currency basis. See Non-GAAP organic revenue growth table above.
32 | | First Quarter 2026 Form 10-Q | ||||||
Non-GAAP free cash flow
Non-GAAP free cash flow is defined as operating cash flow less capital expenditures, including costs required to be capitalized for software development, and capital expenditures for property and equipment. We believe non-GAAP free cash flow provides a useful measure of the Company's operating performance.
Three months ended March 31, | ||||||||
| (dollars in millions) | 2026 | 2025 | ||||||
| GAAP net cash provided by operating activities | $ | 51.5 | $ | 1.4 | ||||
| GAAP operating cash flow margin | 18.3 | % | 0.5 | % | ||||
| Non-GAAP adjustments: | ||||||||
| Less: purchase of property and equipment | (1.7) | (0.7) | ||||||
| Less: capitalized software development costs | (12.8) | (13.0) | ||||||
Non-GAAP free cash flow(1) | $ | 37.0 | $ | (12.3) | ||||
| Non-GAAP free cash flow margin | 13.2 | % | (4.5) | % | ||||
(1)The individual amounts for each year may not sum to non-GAAP free cash flow due to rounding.
Seasonality
Our revenues normally fluctuate as a result of certain seasonal variations in our business. Our first quarter has historically been the seasonal low for bookings, with the second and fourth quarters historically being seasonally higher, and our bookings tend to be back-end loaded within individual quarters given our quarterly quota plans. Transactional revenue is non-contractual and less predictable given the susceptibility to certain drivers such as timing and number of events and marketing campaigns, as well as fluctuations in donation volumes and tuition payments. Our transactional revenue has historically been at its lowest in the first quarter due to the timing of customer fundraising initiatives and events. We have historically experienced seasonal highs during the fourth quarter due to year-end giving campaigns and during the second quarter when a large number of events are held. Our revenue from professional services has historically been lower in the first quarter when many of those services commence and in the fourth quarter due to the holiday season. As a result of these and other factors, our total revenue has historically been lower in the first quarter than in the remainder of our fiscal year, with the fourth quarter historically achieving the highest total revenue. Our expenses, other than transaction-based costs related to our payments services, do not vary significantly as a result of these factors, but do fluctuate on a quarterly basis due to varying timing of expenditures.
Our cash flow from operations normally fluctuates quarterly due to the combination of the timing of customer contract billings and renewals, delivery of professional services and occurrence of customer events, as well as merit-based salary increases, among other factors. Historically, due to lower revenues in our first quarter, combined with the payment of certain annual vendor contracts, our cash flow from operations has been lowest in our first quarter. Due to the timing of customer contract renewals and student enrollments, many of which take place at or near the beginning of our third quarter, our cash flow from operations has generally been lower in our second quarter as compared to our third and fourth quarters. Partially offsetting these favorable drivers of cash flow from operations in our third and fourth quarters are base salary merit increases, which occur in July. In addition, deferred revenues can vary on a seasonal basis due to the timing of customer contract billings and renewals and student enrollments or significant acquisitions. Our cash flow from financing is negatively impacted in our first quarter when most of our equity awards vest, as we pay taxes on behalf of our employees related to the settlement or exercise of equity awards.
These patterns may change as a result of the continued shift to online giving, growth in volume of transactions for which we process payments, large dollar customer bookings and contract renewals, fluctuations in the timing of vendor payments, or as a result of acquisitions, new market opportunities, new solution introductions or other factors.
First Quarter 2026 Form 10-Q | | 33 | ||||||
Liquidity and Capital Resources | ||
The following table presents selected financial information about our financial position:
| (dollars in millions) | March 31, 2026 | December 31, 2025 | Change | ||||||||
Cash and cash equivalents | $ | 34.1 | $ | 38.9 | (12.4) | % | |||||
Property and equipment, net | 85.1 | 85.1 | — | % | |||||||
Software development costs, net | 156.6 | 155.8 | 0.5 | % | |||||||
Total carrying value of debt | 1,186.3 | 1,109.7 | 6.9 | % | |||||||
Working capital | (224.5) | (252.0) | 10.9 | % | |||||||
The following table presents selected financial information about our cash flows:
Three months ended March 31, | |||||||||||
| (dollars in millions) | 2026 | 2025 | Change | ||||||||
Net cash provided by operating activities | $ | 51.5 | $ | 1.4 | 3,607.4 | % | |||||
Net cash used in investing activities | (14.5) | (25.9) | (44.1) | % | |||||||
Net cash used in financing activities | (342.8) | (330.0) | 3.9 | % | |||||||
Our principal sources of liquidity are our operating cash flow, funds available under the 2024 Credit Facilities and cash on hand. Our operating cash flow depends on continued customer renewal of our subscription and maintenance arrangements, market acceptance of our solutions and services, the volume and size of transactions for which we process payments and our customers' ability to pay. Based on current estimates of revenue and expenses, we believe that the currently available sources of funds and anticipated cash flows from operations will be adequate for at least the next twelve months to finance our operations, fund anticipated capital expenditures and meet our debt obligations. We also believe that we will be able to continue to meet our long-term cash requirements due to our anticipated cash flow from operations, solid financial position and ability to access capital from financial markets. To the extent we undertake future material acquisitions or investments or unanticipated capital or operating expenditures, we may require additional capital. In that context, we regularly evaluate opportunities to enhance our capital structure, including through potential debt or equity issuances.
As a well-known seasoned issuer, we filed an automatic shelf registration statement for an undetermined amount of debt and equity securities with the SEC on January 10, 2025. Under this universal shelf registration statement we may offer and sell, from time to time, debt securities, common stock, preferred stock, depositary shares, warrants, stock purchase contracts and stock purchase units. Subject to certain conditions and pursuant to applicable SEC regulations, this registration statement is effective for three years from its date of filing with the SEC, or through January 9, 2028.
At March 31, 2026, our total cash and cash equivalents balance included approximately $14.0 million of cash that was held by operations outside the U.S. While these funds may not be needed to fund our U.S. operations for at least the next twelve months, if we need these funds, we may be required to accrue and pay taxes to repatriate the funds. We currently do not intend nor anticipate a need to repatriate our cash held outside the U.S.
34 | | First Quarter 2026 Form 10-Q | ||||||
Operating Cash Flow
Our cash flows from operations are derived principally from: (i) our earnings from on-going operations prior to non-cash expenses such as depreciation, amortization, stock-based compensation, deferred taxes, amortization of deferred financing costs and debt discount and adjustments to our provision for credit losses and sales returns; and (ii) changes in our working capital.
Working capital changes are composed of changes in accounts receivable, prepaid expenses and other assets, trade accounts payable, accrued expenses and other liabilities, and deferred revenue.
Net cash provided by operating activities increased by $50.1 million during the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to a $37.4 million increase in net income adjusted for non-cash expenses and a $12.7 million increase in cash flow from operations associated with working capital.
The increase in cash flow from operations associated with working capital during the three months ended March 31, 2026, when compared to the same period in 2025, was primarily due to fluctuations in the timing of vendor payments.
On July 4, 2025, the United States enacted the OBBBA, which introduced significant changes to U.S. tax law. See Note 9 to our unaudited, condensed consolidated financial statements in this report for more information. OBBBA impacts meaningfully contributed to reducing U.S. cash taxes in 2025 and we expect to continue to see meaningful reductions to cash taxes through 2027. U.S. state OBBBA conformity considerations (which continue to evolve as the states address the new Federal tax legislation) and the phase-in of the OBBBA international tax provisions in 2026 may continue to affect this cash reduction.
Investing Cash Flow
Net cash used in investing activities of $14.5 million decreased by $11.4 million during the three months ended March 31, 2026, when compared to the same period in 2025.
During the three months ended March 31, 2026, we used cash of $12.8 million and $1.7 million for software development costs and purchases of property and equipment, respectively, which was relatively in line with the same period in 2025.
During the three months ended March 31, 2025, we used net cash of $12.2 million for the disposition of a business.
Financing Cash Flow
During the three months ended March 31, 2026, we had a net increase in borrowings of $64.9 million, primarily due to our stock repurchase program and to satisfy tax obligations of employees upon settlement of equity awards (see discussion below).
We paid $25.1 million to satisfy tax obligations of employees upon settlement of equity awards during the three months ended March 31, 2026 compared to $37.9 million during the same period in 2025. The amount of taxes paid by us on behalf of employees related to the settlement of equity awards varies from period to period based upon the timing of grants and vesting, as well as the market price for shares of our common stock at the time of settlement. Most of our equity awards currently vest in our first quarter.
During the three months ended March 31, 2026, cash flow from financing activities associated with changes in restricted cash due to customers decreased $294.1 million, compared to a decrease of $320.2 million during the same period in 2025. This line in the statement of cash flows represents the change in the amount of restricted cash held and payable by us to customers from one period to the next. This restricted cash due to customers is not available to us for operational purposes.
Stock repurchase program
On December 1, 2025, our Board of Directors reauthorized, expanded and replenished our stock repurchase program by expanding the total capacity under the program to $1.0 billion available for repurchases. The program does not have an expiration date. Under the stock repurchase program, we are authorized to repurchase shares from time to time in accordance with applicable laws both on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in privately negotiated transactions. The timing and amount of repurchases depends on several factors, including market and business conditions, the trading price of our common stock and the nature of other investment opportunities. The repurchase program may be limited, suspended or discontinued at any time without prior notice.
First Quarter 2026 Form 10-Q | | 35 | ||||||
In February 2026, we announced our intention to repurchase between 5% and 10% of our outstanding common stock as of December 31, 2025 during the course of 2026 under our stock repurchase program. During the three months ended March 31, 2026, we repurchased an aggregate of 1,601,057 shares for $82.1 million. Including net share settlement of employee stock compensation, these repurchases represent approximately 4.5% of our outstanding common stock as of December 31, 2025. As of March 31, 2026, $878.5 million remained available under our stock repurchase program. Over the long term, we expect stock repurchases to remain an important component of our capital allocation strategy, subject to market conditions, business performance, leverage considerations, U.S. excise taxes and other factors. We anticipate utilizing at least 50% of our free cash flow from 2026 to 2030 for stock repurchases. See discussion of our Non‑GAAP Financial Measures above.
2024 Credit Facilities
Historically, we have drawn on our credit facility from time to time to help us meet financial needs, primarily due to the seasonality of our cash flows from operations and financing for business acquisitions. At March 31, 2026, our available borrowing capacity under the 2024 Credit Facilities was $343.2 million. The 2024 Credit Facilities mature in April 2029.
At March 31, 2026, the carrying amount of our debt under the 2024 Credit Facilities was $1.1 billion. Our average daily borrowings during the three months ended March 31, 2026 were $1.1 billion.
The following is a summary of the financial covenants under the 2024 Credit Facilities:
| Financial covenant | Requirement | Ratio as of March 31, 2026 | ||||||
Net leverage ratio(1) | ≤ 3.75 to 1.00 | 2.67 to 1.00 | ||||||
Interest coverage ratio | ≥ 2.50 to 1.00 | 6.47 to 1.00 | ||||||
(1)Under the terms of the 2024 Credit Facilities, the Net Leverage Ratio requirement may be increased by up to 0.50 provided we satisfy certain requirements, including a permitted business acquisition, and provided that the maximum Net Leverage Ratio shall not exceed 4.25 to 1.00.
Under the 2024 Credit Facilities, we also have restrictions on our ability to declare and pay dividends and our ability to repurchase shares of our common stock. In order to pay any cash dividends and/or repurchase shares of stock: (i) no default or event of default shall have occurred and be continuing under the 2024 Credit Facilities, and (ii) our pro forma net leverage ratio, as set forth in the 2024 Credit Facilities, must be 0.25 less than the net leverage ratio requirement at the time of dividend declaration or share repurchase. At March 31, 2026, we were in compliance with our debt covenants under the 2024 Credit Facilities. See Note 6 to our unaudited, condensed consolidated financial statements in this report for additional information regarding the 2024 Credit Facilities.
36 | | First Quarter 2026 Form 10-Q | ||||||
Commitments and Contingencies
As of March 31, 2026, we had contractual obligations with future minimum commitments as follows:
| Payments due by period | |||||||||||
| (in millions) | Less than 1 year | More than 1 year | Total(1) | ||||||||
Recorded contractual obligations: | |||||||||||
Debt | $ | 24.0 | $ | 1,165.1 | $ | 1,189.2 | |||||
Operating leases | 2.5 | 6.7 | 9.3 | ||||||||
Unrecorded contractual obligations: | |||||||||||
Purchase obligations | 89.2 | 53.0 | 142.3 | ||||||||
Interest payments on debt | 65.1 | 148.1 | 213.2 | ||||||||
Total contractual obligations(1) | $ | 180.9 | $ | 1,373.3 | $ | 1,554.2 | |||||
(1)The individual amounts may not sum to the total due to rounding.
Debt
As of March 31, 2026, we had total remaining principal payments of approximately $1.2 billion. These payments represent principal payments only, under the following assumptions: (i) that the amounts outstanding under the 2024 Credit Facilities, our real estate loans and our other debt at March 31, 2026 will remain outstanding until maturity, with minimum payments occurring as currently scheduled, and (ii) that there are no assumed future borrowings on the revolving credit loans under the 2024 Revolving Facility for the purposes of determining minimum commitment amounts. See Note 6 to our unaudited, condensed consolidated financial statements in this report for more information.
Interest payments on debt
In addition to principal payments, as of March 31, 2026, we expect to pay interest expense over the life of our debt obligations of approximately $213.5 million. These payments represent our estimated future interest payments on debt using our debt balances and the related weighted average effective interest rates as of March 31, 2026, which includes the effect of interest rate swap agreements. The actual interest expense recognized in our unaudited, condensed consolidated statements of comprehensive income will depend on the amount of debt, the length of time the debt is outstanding and the interest rate, which could be different from our assumptions on our remaining principal payments described above.
Operating leases
As of March 31, 2026, we had remaining operating lease payments of $9.3 million. These payments have not been reduced by sublease income, incentive payments, reimbursement of leasehold improvements or the amount representing imputed interest. Our operating leases are generally for corporate offices, subleased offices and certain equipment and furniture. Given our remote-first workforce strategy and real estate footprint optimization efforts, we do not anticipate entering any new, material operating leases for offices for the foreseeable future. See Note 8 to our unaudited, condensed consolidated financial statements in this report for more information.
Purchase obligations
As of March 31, 2026, we had remaining purchase obligations of $142.3 million. These purchase obligations are for third-party technology used in our solutions and for other services we purchase as part of our normal operations. In certain cases, these arrangements require a minimum annual purchase commitment by us. Our purchase obligations are not recorded as liabilities on our unaudited, condensed consolidated balance sheets as of March 31, 2026, as we had not received the related services. See Note 8 to our unaudited, condensed consolidated financial statements in this report for more information.
First Quarter 2026 Form 10-Q | | 37 | ||||||
Other commitments
In connection with the settlement of the multi-state Attorneys General investigation, the California Attorney General investigation and the FTC investigation relating to the Security Incident, as discussed in Note 11 to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, we have agreed to implement and improve certain of our cybersecurity programs and tools through May 2044. The currently anticipated costs in connection with these efforts are primarily expected to be expensed as incurred.
Foreign Currency Exchange Rates | ||
Approximately 17% of our total revenue for the three months ended March 31, 2026 was generated from operations outside the U.S. We do not have significant operations in countries in which the economy is considered to be highly inflationary. Our consolidated financial statements are denominated in U.S. dollars and, accordingly, changes in the exchange rate between foreign currencies and the U.S. dollar will affect the translation of our subsidiaries’ financial results into U.S. dollars for purposes of reporting our consolidated financial results. The accumulated currency translation adjustment, recorded within accumulated other comprehensive loss as a component of stockholders’ equity, was a loss of $5.3 million as of March 31, 2026 and a loss of $3.8 million as of December 31, 2025. We have entered into foreign currency forward contracts to hedge a portion of the foreign currency exposure that arises on translation of our investments denominated in British Pounds into U.S. dollars.
The vast majority of our contracts are entered into by our U.S. or U.K. entities. The contracts entered into by the U.S. entity are almost always denominated in U.S. dollars or Canadian dollars, and contracts entered into by our U.K., Australian and Irish subsidiaries are generally denominated in British Pounds, Australian dollars and Euros, respectively. Historically, as the U.S. dollar weakened, foreign currency translation resulted in an increase in our revenues and expenses denominated in non-U.S. currencies. Conversely, as the U.S. dollar strengthened, foreign currency translation resulted in a decrease in our revenues and expenses denominated in non-U.S. currencies. During the three months ended March 31, 2026, foreign translation resulted in increases in our revenues and expenses denominated in non-U.S. currencies. Though we have exposure to fluctuations in currency exchange rates, primarily those between the U.S. dollar and both the British Pound and Canadian dollar, the impact has generally not been material to our consolidated results of operations or financial position. For the three months ended March 31, 2026, the fluctuation in foreign currency exchange rates increased our total revenue and our income from operations by $2.2 million and $1.1 million, respectively. We have entered into foreign currency forward contracts to hedge revenues denominated in the Canadian dollar against changes in the exchange rate with the U.S. dollar. We will continue monitoring such exposure and take action as appropriate. To determine the impacts on revenue (or income from operations) from fluctuations in currency exchange rates, current period revenues (or income from operations) from entities reporting in foreign currencies were translated into U.S. dollars using the comparable prior year period's weighted average foreign currency exchange rates. These impacts are non-GAAP financial information and are not in accordance with, or an alternative to, information prepared in accordance with GAAP.
Critical Accounting Policies and Estimates | ||
There have been no significant changes in our critical accounting policies and estimates during the three months ended March 31, 2026 as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Recently Issued Accounting Pronouncements | ||
For a discussion of the impact that recently issued accounting pronouncements are expected to have on our financial position and results of operations when adopted in the future, see Note 2 to our unaudited, condensed consolidated financial statements in this report.
38 | | First Quarter 2026 Form 10-Q | ||||||
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have market rate sensitivity for interest rates and foreign currency exchange rates.
Interest Rate Risk | ||
Our variable rate debt is our primary financial instrument with market risk exposure for changing interest rates. We manage our variable rate interest rate risk through a combination of short-term and long-term borrowings and the use of derivative instruments entered into for hedging purposes. Additionally, our interest income that we primarily earn on restricted cash due to customers for our payment processing solutions acts as a partial natural hedge against our interest rate risk. Our primary interest rate exposure is related to changes in SOFR rates. Due to the nature of our debt, the materiality of the fair values of the derivative instruments and the highly liquid, short-term nature and level of our cash and cash equivalents as of March 31, 2026, we believe that the risk of exposure to changing interest rates for those positions is immaterial. There were no significant changes in how we manage interest rate risk between December 31, 2025 and March 31, 2026.
Foreign Currency Risk | ||
For a discussion of our exposure to foreign currency exchange rate fluctuations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Foreign Currency Exchange Rates” in this report.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures | ||
Disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e) and 15d-15(e)) are designed only to provide reasonable assurance that they will meet their objectives. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)) pursuant to Securities Exchange Act Rule 13a-15(b). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to provide the reasonable assurance discussed above.
Changes in Internal Control Over Financial Reporting | ||
No changes in internal control over financial reporting occurred during the most recent fiscal quarter ended March 31, 2026 with respect to our operations, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
First Quarter 2026 Form 10-Q | | 39 | ||||||
| PART II. OTHER INFORMATION | |||||||
ITEM 1. LEGAL PROCEEDINGS
For a discussion of our legal proceedings, see Note 8 to our unaudited, condensed consolidated financial statements in this report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities | ||
The following table provides information about shares of common stock acquired or repurchased during the three months ended March 31, 2026 under the stock repurchase program then in effect, as well as common stock withheld by us to satisfy the minimum tax obligations of employees due upon vesting of restricted stock awards and units.
| Period | Total number of shares purchased(1) | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands)(2) | |||||||||||||||||||
Beginning balance, January 1, 2026 | $ | 960,569 | |||||||||||||||||||||
January 1, 2026 through January 31, 2026 | 593,647 | $ | 58.44 | 593,647 | 925,875 | ||||||||||||||||||
February 1, 2026 through February 28, 2026 | 1,079,469 | 49.02 | 569,892 | 898,072 | |||||||||||||||||||
March 1, 2026 through March 31, 2026 | 437,518 | 44.81 | 437,518 | 878,466 | |||||||||||||||||||
Total | 2,110,634 | $ | 50.80 | 1,601,057 | $ | 878,466 | |||||||||||||||||
(1)Includes 509,577 shares in February withheld by us to satisfy the minimum tax obligations of employees due upon vesting of restricted stock awards and units. The level of this acquisition activity varies from period to period based upon the timing of award grants and vesting.
(2)In December 2025, our Board of Directors reauthorized, expanded and replenished our stock repurchase program by raising the total capacity under the program to $1.0 billion available for repurchases. The program does not have an expiration date.
40 | | First Quarter 2026 Form 10-Q | ||||||
ITEM 5. OTHER INFORMATION
Trading Arrangements Adopted or Terminated | ||
The following table provides information about trading arrangements adopted or terminated by certain of our officers and directors during the three months ended March 31, 2026.
Trading arrangement(1) | Aggregate number of securities to be sold under plan | ||||||||||||||||||||||||||||
Name and Title | Action | Date of Adoption | Plan effective date | Plan end date | Plan duration (months) | Rule 10b5-1 | Non-Rule 10b5-1 | ||||||||||||||||||||||
Adoption | 6/15/26 | 3/31/27 | (2) | ||||||||||||||||||||||||||
Adoption | 6/01/26 | 2/26/27 | (2) | ||||||||||||||||||||||||||
(1)An SEC "Rule 10b5-1(c) trading arrangement" is a trading arrangement made by a person through entering into a binding contract, verbal instruction or adoption of a written plan prior to becoming aware of material non-public information. The contract, instruction or written plan must specify the amount, price and date of securities to be sold; include the means for determining the amount, price and date of the sale or sales; and not permit the person to have subsequent influence over the sale or sales. The compliant plan must be entered into and operated in good faith, include a specified cooling off period, be certified by an authorized officer and is restricted from having multiple or overlapping plans. A non-compliant trading arrangement, or a "non-Rule 10b5-1 trading arrangement," is a trading arrangement that has similar requirements to a Rule 10b5-1(c) trading arrangement except that it must be in written form and does not require a cooling off period or certification of an authorized officer and there is no restriction from having multiple or overlapping plans.
(2)During the three months ended March 31, 2026, each of Mr. Gianoni and Mr. Anderson terminated a previously existing Rule 10b5‑1 trading arrangement and adopted a new Rule 10b5‑1 trading arrangement. The information presented in the table reflects the terms of the newly adopted trading arrangements.
None of our officers or directors adopted or terminated a non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2026.
First Quarter 2026 Form 10-Q | | 41 | ||||||
ITEM 6. EXHIBITS
The exhibits listed below are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q:
| Filed In | ||||||||||||||||||||||||||||||||
| Exhibit Number | Description of Document | Filed Herewith | Form | Exhibit Number | Filing Date | |||||||||||||||||||||||||||
X | ||||||||||||||||||||||||||||||||
X | ||||||||||||||||||||||||||||||||
X | ||||||||||||||||||||||||||||||||
X | ||||||||||||||||||||||||||||||||
101.INS | Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL Document. | X | ||||||||||||||||||||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||||||||||||||||||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||||||||||||||||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||||||||||||||||||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | ||||||||||||||||||||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||||||||||||||||||||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X | ||||||||||||||||||||||||||||||
42 | | First Quarter 2026 Form 10-Q | ||||||
| SIGNATURES | |||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
BLACKBAUD, INC. | |||||||||||
Date: | April 29, 2026 | By: | /s/ Michael P. Gianoni | ||||||||
Michael P. Gianoni | |||||||||||
Chief Executive Officer, President and Vice Chairman of the Board | |||||||||||
(Principal Executive Officer) | |||||||||||
Date: | April 29, 2026 | By: | /s/ Chad M. Anderson | ||||||||
Chad M. Anderson | |||||||||||
Executive Vice President and Chief Financial Officer | |||||||||||
(Principal Financial and Accounting Officer) | |||||||||||
First Quarter 2026 Form 10-Q | | 43 | ||||||
EXHIBIT 31.1
Blackbaud, Inc.
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael P. Gianoni, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Blackbaud, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | April 29, 2026 | By: | /s/ Michael P. Gianoni | |||||||||||
| Michael P. Gianoni | ||||||||||||||
| Chief Executive Officer, President and Vice Chairman of the Board | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
EXHIBIT 31.2
Blackbaud, Inc.
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Chad M. Anderson, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Blackbaud, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | April 29, 2026 | By: | /s/ Chad M. Anderson | |||||||||||
| Chad M. Anderson | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||
EXHIBIT 32.1
Blackbaud, Inc.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Blackbaud, Inc. (the “Company”) for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Michael P. Gianoni, Chief Executive Officer, President and Vice Chairman of the Board, hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | April 29, 2026 | By: | /s/ Michael P. Gianoni | |||||||||||
| Michael P. Gianoni | ||||||||||||||
| Chief Executive Officer, President and Vice Chairman of the Board | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
EXHIBIT 32.2
Blackbaud, Inc.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Blackbaud, Inc. (the “Company”) for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Chad M. Anderson, Executive Vice President and Chief Financial Officer, hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | April 29, 2026 | By: | /s/ Chad M. Anderson | |||||||||||
| Chad M. Anderson | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||